KROGER CO
8-K, 1994-04-19
GROCERY STORES
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                    SECURITIES AND EXCHANGE COMMISSION

                           Washington, DC  20549




                                 FORM 8-K

                              CURRENT REPORT



                  Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934


                      Date of Report:  April 19, 1994


                   
                              THE KROGER CO.
          (Exact name of registrant as specified in its charter)


An Ohio Corporation                     No. 1-303                31-0345740
(State or other jurisdiction            (Commission File         (IRS Employer
of incorporation)                            Number)              Number)


1014 Vine Street
Cincinnati, OH  45201
(Address of principal
executive offices)

Registrant's telephone number:  (513) 762-4000
<PAGE>


Item 5.        Other Events

               On April 19, 1994, the Company released its earnings for the
               first quarter 1994 in the form attached hereto as Exhibit 99.1


Item 7.        Financial Statements and Exhibits

               (c)  Exhibits:

                    99.1 Other Exhibits-Earnings Release for First Quarter 1994







<PAGE>
                                 SIGNATURE





Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.


                                   THE KROGER CO.

April 19, 1994                     By  (Paul W. Heldman)
                                        Paul W. Heldman
                                        Vice President, Secretary
                                          and General Counsel
<PAGE>

                               EXHIBIT INDEX



Exhibit No.                             Exhibit

99.1      Other Exhibits-Earnings Release for First Quarter 1994
          












               KROGER 1QTR OP EARNINGS PER SHARE:
                     46 CENTS VS. 29 CENTS


    CINCINNATI, Ohio, April 19, 1994 --- The Kroger Co. said
today that 1994 first quarter earnings before an extraordinary
item increased to $55.7 million, or 46 cents per share on a fully
diluted basis, from $29.5 million, or 29 cents per share fully
diluted, in the 1993 first quarter.  The prior year's earnings
were before an extraordinary item and the cumulative effect of a
change in accounting.  

    After an extraordinary item of $8.3 million from the early
retirement of debt, Kroger's 1994 first quarter net earnings were
$47.4 million, or 40 cents per fully diluted share, compared with
a loss of $138.8 million in the 1993 first quarter.  Last year's
first quarter included a $159.2 million after-tax charge from the
adoption of FASB 106.

    First quarter operating cash flow -- earnings before interest
expense, taxes, depreciation, and LIFO -- increased 8.9 percent
to $237.5 million from $218.1 million.  

    Sales in the first quarter rose 3 percent to $5.33 billion
from $5.17 billion.  Identical food store sales improved 2.3
percent, spurred in part by weather-related factors.

    Total sales and earnings were enhanced by the fact that
Easter fell in the 1994 first quarter for Dillon Companies.  Last
year, Easter was a week later and fell in the second quarter for
both Kroger and Dillon.

    Kroger Chairman and Chief Executive Officer Joseph A. Pichler
said the Company was pleased with first quarter results, which
followed a strong performance in 1993's fourth quarter. 

    "The extraordinarily bad weather in the early weeks of 1994
was a boon to sales," Pichler said.  "The significance of
Kroger's first quarter is that this increased business translated
into strong bottom-line results for the Company."  Pichler added
that sales of Kroger store brands continued to outpace overall
sales growth.

    Pichler cautioned that competitive pressures would increase
through the remainder of 1994 as supercenters and other low-cost
operators open in Kroger markets.  He noted that by year-end,
approximately 12 percent of Kroger's total sales base is expected
to be in direct competition with supercenters operated by Wal-
Mart and Kmart, compared to 4 percent at year-end 1993.  

    Interest expense in the first quarter declined to $76 million
from $97 million in the year earlier first quarter.  Long term
debt at the end of the quarter was $4.1 billion, a decrease of
$207.2 million from 1993's first quarter.

    During the quarter, Kroger opened and expanded 16 food
stores, and purchased 11 stores, including 10 in Houston from
AppleTree Markets, Inc.  

                  1st Qtr                 1st Qtr        Percent
                   1994                    1993          Change
                  3/26/94                 3/27/93

    Sales      $5,328,803,907           $5,173,925,708    3.0     
               ==============           ==============   ====

    EBITD (1)  $  237,547,843           $  218,067,738    8.9

    Non-EBITD
    charges(3) $   (4,500,000)          $   (4,500,000)

    LIFO       $   (3,500,000)          $   (4,000,000)  

    Interest   $  (76,031,488)          $  (96,989,133)

    Depreciation
               $  (62,310,169)          $  (62,976,319)
               _______________          _______________
    Pre-tax earnings 
    before extraordinary item 
               $   91,206,186           $   49,602,286      

    Tax expense
               $  (35,516,374)          $  (20,138,528)
               ______________           ______________
    Earnings before
    extraordinary item 
               $   55,689,812           $   29,463,758
    Extraordinary
    item  (2)  $   (8,332,078)          $   (9,041,908)

    Cumulative effect of change in
    accounting (4)
                      NA                $ (159,192,961)          
               _______________          ________________
    Net earnings 
    (loss)     $   47,357,734           $ (138,771,111)           
               ===============          ===============
    Primary earnings (loss)
    per common share:
              
    From operations
                        $0.50                    $0.30
    From extraordinary
    item  (2)          ($0.07)                  ($0.09)

    From cumulative effect 
    of change in 
    accounting (4)       NA                     ($1.63)
                _______________          ________________
    Primary net earnings 
    (loss) per common 
    share               $0.43                   ($1.42)           
       
                ===============          ================
    Fully-diluted earnings (loss)
    per common share:

    From operations     $0.46                    $0.29

    From extraordinary
    item (2)           ($0.06)                  ($0.08)

    From cumulative effect
    of change in
    accounting (4)      NA                      ($1.38)
                  _______________          _______________
    Fully-diluted net earnings
    (loss) per common 
    share              $0.40                    ($1.17)
                 ================          ================
    Number of shares used in 
    primary per share 
    calculation   111,923,229                97,765,137

    Number of shares used in 
    fully-diluted per share
    calculation   
                  129,654,351               115,334,138

    (1)  EBITD represents pre-tax earnings before interest, 
         depreciation, LIFO and extraordinary items.
    (2)  Represents the after-tax loss from the early retirement of        
         debt.
    (3)  FASB 106 (retiree health care) quarterly expense.  
    (4)  Represents the cumulative effect adjustment from the     
         adoption of FASB 106 (retiree health care).                   
   




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